Placing, Directorate Changes & Operational Update

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This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No. 596/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR").

24 January 2022

TOMCO ENERGY PLC

("TomCo" or the "Company")

Placing to raise £1.25 million

Directorate Changes and Operational Update

TomCo Energy plc (AIM: TOM), the US operating oil development group focused on using innovative technology to unlock unconventional hydrocarbon resources, is pleased to announce a placing to raise gross proceeds of £1.25 million, certain directorate changes and an operational update.

Highlights

·    The Company has raised £1.25 million (gross) by way of a placing at a price of 0.50 pence per share

·    The net proceeds of the Placing will be utilised to meet the costs of drilling three exploration wells on the Tar Sands Holdings II LLC ("TSHII") site, the Company's costs in relation to a due diligence exercise to be undertaken with a view to securing funding to facilitate implementation of the Company's plans for the TSHII site and for the Company's general working capital requirements

·    Zac Philips appointed as a non-executive director of the Company and Richard Horsman stepped down from the Board, both with immediate effect

·    Acquisition of the remaining 20% interest in TurboShale Inc not previously held by the Company for US$15,000

Details of the Placing

The Company has raised gross proceeds of £1.25 million through the placing of 250,000,000 new ordinary shares of no-par value in the capital of the Company ("Placing Shares") at a price of 0.50 pence per share (the "Placing").  The Placing was arranged by Monecor (London) Ltd (trading as ETX capital) and the Placing Shares will represent approximately 14.3% of the Company's enlarged issued share capital. The Placing price represents a discount of approximately 19 per cent. to the mid-market closing price on AIM of 0.615 pence per ordinary share on 21 January 2022, being the latest practicable business day prior to the publication of this announcement.

Background to the Placing

The Placing has been undertaken to provide funds to further progress the plans of the Company's wholly owned subsidiary, Greenfield Energy LLC ("Greenfield"), in relation to the TSHII site located in the Uinta Basin, Utah, United States.  As previously announced, Greenfield, owns a 10% Membership Interest in TSHII with an exclusive option, at its sole discretion, to acquire the remaining 90% of the Membership Interests for additional cash consideration of US$16.25 million up to 31 December 2022.

The net proceeds of the Placing are currently expected to provide the Company with sufficient funds to cover its corporate operating expenses through to Q1 2023, as well as the costs associated with drilling three exploration wells on the TSHII site, as further described below.

Additionally, the net proceeds will be applied to cover the Company's expenses in relation to a due diligence exercise, expected to commence shortly, in order to secure funding of up to US$145 million to Greenfield. Whilst there is no certainty that such funding arrangements will be concluded, or as to the terms of any such funding, such non-equity funding, if secured, would enable Greenfield to acquire the remaining 90% of the Membership Interests in TSHII and cover the currently estimated construction costs of an initial 5,000 barrel per day oil production plant and requisite associated supporting infrastructure to enable the future mining of oil baring sands at the TSHII site.

Admission and Total Voting Rights

The Placing Shares will rank pari passu in all respects with the Company's existing ordinary shares.  The Placing is conditional, inter alia, on there being no breach of the Company's obligations under the Placing Agreement entered into between Monecor (London) Ltd (trading as ETX capital) and the Company prior to admission of the Placing Shares to trading on AIM ("Admission"), and such Admission becoming effective.  Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM.  It is expected that Admission will become effective and that dealings in the Placing Shares on AIM will commence at 8.00 a.m. on or around 28 January 2022.

On Admission, the Company's issued share capital will consist of 1,748,078,678 ordinary shares, each with one voting right.  There are no shares held in treasury. Therefore, the Company's total number of ordinary shares and voting rights will be 1,748,078,678 and this figure may be used by shareholders following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Directorate Changes

The Company is pleased to announce the appointment of Zac Philips as a non-executive director of the Company with immediate effect. Zac has and continues to be engaged by the Company, through his company, Oil & Gas Advisors Limited, to provide advice in respect of a number of financing initiatives.

Zac has over 22 years' experience in oil and gas, and finance, working for companies such as BP, Chevron, DB Petroleum, Merrill Lynch and ING Barings, where he undertook finance or finance related roles.  He is an expert in the valuation of oil and gas exploration and production assets at all stages of the cycle.  Previously, Zac was the CFO for Dubai World's oil & gas business (DB Petroleum), with responsibility for risk management, valuation and authoring of investment proposals.  Zac has an Honours Degree in Chemical Engineering and a PhD in Chemical Engineering.  He is a member of the Society of Petroleum Engineers, Institute of Chemical Engineers, American Association of Petroleum Geologists and the Association of International Petroleum Negotiators.

Richard Horsman has resigned as a Non-Executive Director of the Company with immediate effect in order to focus on his other business interests.

Operational update

TSHII Drilling Update

As announced on 16 November 2021, the Company had previously intended to drill three exploration wells on the TSHII site during December 2021.  All information requested by the Utah Division of Oil, Gas and Mining has been submitted by Greenfield's wholly owned subsidiary, AC Oil LLC, in order for permits to be issued for these planned wells, with such permits expected shortly. Additionally, the permitting process for the planned initial production wells has commenced and it is currently anticipated, subject to the requisite permits being received and further funding being obtained in addition to that being provided pursuant to the Placing, that these will be drilled by the end of H1 2022.

TurboShale Inc.

The Company is further pleased to announce that it has acquired the residual 20% interest in TurboShale Inc ("TurboShale") not previously held by the Company, for US$15,000. Accordingly, TurboShale is now a wholly owned subsidiary of the Company.  Amongst other assets, TurboShale owns two 25KW Radio Frequency generators currently valued by TomCo at over US$500,000.  The Company intends to determine its strategy for the future of TurboShale over the course of the next six months, however it is not currently a strategic focus for the Company.

Commenting, Malcolm Groat, Chairman of TomCo, said:

"We are very pleased to have secured funding, via the Placing, to, inter alia, assist Greenfield in progressing its plans in respect of the TSHII site.  Specifically, the net proceeds of the Placing will be applied to the drilling of the planned exploration wells and facilitate the due diligence exercise to be undertaken by a party currently interested in backing our plans for Greenfield.

"I am also delighted to welcome Zac to the Board. Zac brings a wealth of experience within the oil and gas industry and significant corporate finance acumen. We look forward to Zac assisting with our plans as we seek to deliver significant long term shareholder value.  I would also like to take this opportunity to thank Richard for his contribution to the Company and we wish him well in his future endeavours.

"We are now focussed on the due diligence exercise with the potential funder for Greenfield, together with progressing other matters in relation to the TSHII site, including the planned exploration wells.  We look forward to providing further updates in due course."

Enquiries:

TomCo Energy plc

Malcolm Groat (Chairman) / John Potter (CEO)                         +44 (0)20 3823 3635

Strand Hanson Limited (Nominated Adviser)

James Harris / Matthew Chandler                                                +44 (0)20 7409 3494

Novum Securities Limited (Broker)

Jon Belliss / Colin Rowbury                                                            +44 (0)20 7399 9402

IFC Advisory Limited (Financial PR)

Tim Metcalfe / Florence Chandler                                                +44 (0)20 3934 6630

For further information, please visit www.tomcoenergy.com.

Additional information on Zac Phillips's appointment

The following details in relation to the appointment of Mr Donald Zac ("Zac") Phillips are disclosed in accordance with AIM Rule 17 and paragraph (g) of Schedule Two of the AIM Rules:

Donald Zac Phillips (aged 49) has held the following directorships in the past five years.

There is no further information to be disclosed in relation to Zac Phillips's appointment pursuant to AIM Rule 17 or Schedule Two, paragraph (g) of the AIM Rules.